Answers to reviewers questions or statements:

Spawn Hades: Yeah Bel will be this sort antagonist for the first third of this story, but the last two thirds it will be someone else and no it won't be the Goblin King. The only time that one will appear is in a flashback. It's someone that I think would make an interesting villain for Spidey this time around instead of the usual Green Goblin, Venom or Doc Ock.

CRUDEN: Yes, other spiders will appear more towards the middle and end of this story.

superspiderfan: Well I can safely say that the ending from the comics won't happen here.

Disclaimer: I don't own any Marvel or ARH characters seen, mentioned or used.


"Well… this is gonna pose some problems… a lot actually. I mean I wasn't expecting the world's greatest army but I was hoping for more than… whatever this is that I'm looking at!" Peter said as he stood before a hundred and fifty conscripted men in Arkhalla's army with three of her vampiric officers behind him standing under a large tent that was completely blotted out from the sun. The three were all identified as Captains given their attire and markings on their pristine armor.

"How so?" one of the officers asked with a frown before casting a nervous look towards the tent's walls as a gust of wind rattled it.

Peter glanced at the man for a moment before gesturing towards the men "Half of them here are barely armed or protected and the other half looks like they had their last full meal at the beginning of your last harvest!"

Seriously, he's seen beggars on the streets of Wakanda with more meat on them then these men, though to be fair that nation was far richer than here. Out of the corner of his vision, Peter saw one of the vampiric officers looked less than happy and decided to speak.

"They are more than capable for battle human"

Peter stared at the man for several seconds before he shook his head and turned towards the assembled group "Shield wall!"

The men looked at Peter in confusion for a moment before they began to slowly arrange a poor shield wall, most of their shields not even being the same shape or size. Peter simply turned towards the vampiric officer before gesturing towards the men with his head "In an actual battle, half of them would be dead by now…"

He then took several steps forward "You will hold this line or I swear to whatever gods you worship, you'll wish it was your masters behind me that you displeased!"

Many of the men looked a bit frightened by this comment as Peter crouched forward with his hands on the ground before he suddenly sprinted towards the men at a fast pace for them, but slow for someone like him or the vampires he now commands. The shield wall didn't even hold as Peter practically brushed them aside and made it three rows in before he stopped, mainly because all of the men with shields were in the first two rows while the next five weren't even equipped with them.

Peter then turned on his heel and began to make his way past the knocked over and groaning soldiers with a sigh "By the gods, that was more painful for me then you lot… back into lines"

He then stopped before the three scowling vampires and gestured towards the men "That was me, being generous. Hell, I was charging at them with the same force a regular 'human' could nightwalker"

"You've made your point" one of the officers growled in annoyance.

"No, I don't think I have, not yet anyway…" Peter said with a dismissive wave before looking back at the men and frowned as he saw that only half of them had gotten back up.

"GET BACK INTO LINES NOW!" Peter roared in anger.

The result was the men rushing to get back in their assigned positions as Peter turned back towards the officers "How much of your force is made of conscripts?"

This time, it was another officer that spoke "Roughly three quarters, perhaps a bit more"

Peter glanced at the one who spoke with narrowed eyes "…That's over ninety thousand men Captain"

"Yes, it is…" the man said with a careful nod.

Peter glanced back at the men, now in lines before looking back at the officers "Are all of your companies like this?"

His answer was silence which in turn caused Peter to loudly groan "By the gods above, below and everywhere in between, do you even feed your troops?!"

"There are grain shortages-"

"What about meat? You have livestock do you not?" Peter demanded, his patience starting to run thin.

If the Undying Queen wants him to help lead her armies, then he wants to know what he's working with in terms of troop quality which was just poor at the moment with the humans and he doubts the Vampires will be much more when he sees them later tonight and there's the shortage of supplies.

"We do but-"

"But what?" Peter interrupted the vampire who glared at him for doing so which in turn caused the spider powered man to step close to his face, showing that Peter stood a good several inches taller than him "Wipe that glare off your face 'boy' or I'll rip it off and strap it to one of your men's shields after I drag you into the light and watch you burn"

The vampire lowered his head while the other two looked less than pleased to see one of their own threatened by some mere human. Slightly stronger than the rest, but a lowly cur to them all the same.

Peter was about to say more before his attention was drawn to a nearby horse that was whining as a conscript tried to feed it. Peter than glanced back at one of the Captains "Is your Calvary conscripted or undying like you all are?"

"The higher stations belong to us. The humans are little better than meat shields for our enemies to exhaust themselves on while re-remain in reserve, fresh to cut them down, not that it'd make a difference since there isn't a thing in this world that could ever stop us" the captain that had Peter's attention spoke in a cool tone.

"Uh-huh…" Peter said as he looked up at the sky and saw it was only midday and he still had several more companies to inspect before moving on to the hopefully more competent vampiric forces.

"This is going to be a long day…" Peter said with a drawl as he glanced at another company, this one armed with more shields and a larger variety being of the same shape and size.

Peter let out a relived sigh as he splashed cool water in to his face after spending the better part of the day evaluating and testing over seven different companies and the archers the army of Ur had that weren't occupied by the nightwalkers.

Safe to say, he was considering demanding his weight in gold, armor included with what he had to work with.

'Still, it could be worse…' Peter thought as he looked outside his tent to see that it was dusk, the first company of an all nightwalker unit would be here soon.

He dunked his head into the basin of water more time before he reached for a rag to dry himself with when he heard the voice of Bel, and Peter's mood dropped slightly.

"My Captains tell me that you are less than impressed with the Undying Queen's army" Bel said as he stepped into Peter's view with a unimpressed look on his face.

Peter stared at the older yet younger looking man before he shrugged as he wiped the rest of the dirt off his face "Who wouldn't be? Half your men look like they're about to collapse any moment now because they aren't getting enough food"

"The shortage is being addressed" Bel said with narrowed eyes.

"Not fast enough Bel" Peter said indifferently.

"That is General Bel to you wrench" Bel snapped with narrowed eyes.

Peter turned towards the man with a scowl "I'm not a member of your army Bel, your rank means shit to me at this point. You just happen to be the man that's going to benefit from me hopefully taking your army at the behest of your Queen and making it better than it already is… much better"

Bel gritted his teeth at the man before another vampire entered, a Captain based on his attire. The thin looking vampire looked towards Peter after casting a nervous glance between Peter and Bel, sensing the tension between the two "The first company is here…"

"Good" Peter said as he tossed the rag on the table and picked up his helmet before sliding it on "Let's see if the conscripts' masters fair better than them eh?"

Peter followed the Captain out of the tent along with a scowling Bel and were greeted to a company of over three hundred nightwalkers all fully clad in armor and armed with matching shields, curved swords, and spears. Peer nodded in approval, as he paced in front of the men who were all watching him with covered hungry eyes.

Peter smirked as he felt the tingling in the back of his head "SHIELD WALL!"

The nightwalkers moved quickly and silently, like shadows in the night with the only sounds being their shields clanging together as they formed a rather impressive shield wall on the front and even the sides.

Peter stared at it for several moments before he suddenly launched himself at the supposed undying troops of Ur. Peter felt the tingling in the back of his head increase by a margin as he rushed the wall before slamming into it with more force than he did with the conscripts.

With the humans, Peter was able to make it pretty far through their lines, at least four and some of them he could cut all the way through to the other side, but here he barely made it to the second line before he was shoved back by three Vampires before the wall reformed itself. Peter stumbled back slightly before he regained his footing and nodded in approval.

"Finally, some descent fighters…" Peter mumbled as he glanced at the Captain "Be honest, are these your very best men or all of your companies like this?"

"…Bit of both" the Captain coughed while Bel stood beside him, his arms folded as he watched Peter carefully.

"Heh.." Peter chuckled at the man's answer as he turned back towards the nightwalkers "Back into lines!"

They didn't argue or hesitate as they silently broke apart and reformed tight orderly rows as Peter approached Bel "Well if what your Captain here is saying is true, then I guess it's not your people I have to really worry about too much. Still, I'll have to look at your usual battle tactics to see how I can change them in light of what I've learned about your men. Just using your conscripts as cannon fodder won't work forever, they need to be actually armed and fed like your favorites here"

"They aren't frail and meager like humans" Bel stated indifferently.

Peter nodded at this before he folded his arms in front of his chest "Well if that's true, how come you and your men can't go in sunlight but we can?"

Bel's response was a light growl as Peter chuckled in response "You know that's the one thing I've never understood about your kind baring a few chosen exceptions like your Queen. You claim that your better than humans and yet you can't go in sunlight like they can, we outnumber you by a large margin and you can't go longer than a day or so without feeding unlike a typical man who can go what three or even four days if not longer if pushed-"

"What are you getting at boy!" Bel nearly shouted out in annoyance and rage as his men watched the scene unfold in silence with a vast majority hoping that their General will kill what they think is a slightly stronger human or let them do it.

Peter's eyes narrowed under his helm as he quirked his head to the side "Maybe you should realize that your whole kingdom hinges on these 'meager humans' before one of your enemies do first… you'd be surprised how many empires fall to a bunch of lowly peasants…"

Peter then turned on his heel and gave Bel a nice view of his retreating back as he approached one of the Captains and gestured him to follow Peter "So Captain, tell me about your Calvary units, what am I looking at in terms of numbers and armament?"

Peter didn't need to be turned around to hear Bel's fist tightening with his hearing. And he didn't need see the glare the man had aimed at his back but he still couldn't help but chuckle in amusement.

"Heh, sorry Bel but I've faced better, beaten better and butchered better than you before I laid with my first woman…"

"Ooh. Oh this is perfect. Lower now. Right… there!" Arkhalla moaned as she laid bare on a cloth covered stone slab while her new slave massaged and rubbed her back.

Earlier this evening over a dozen men from Tibira had come unbidden despite her edict. Apparently, the grain shortages were becoming a far larger problem than she originally suspected and in the end ordered several men to go to Tibira and return with lord Izdubar's head and that of his council with the headache they've caused her because of his over indulgence.

After she had the peasants killed for breaking the law of course…

Afterwards she had returned to the inner parts of her palace where she is now receiving a rather nice almost sensual massage.

It was then that Arkhalla notice that the boy's hands had stopped and were no longer on her body. She opened her eyes and glanced at the man with a scowl of annoyance before she flashed him an amused grin "I said lower, not stop. If you don't like having your hands on my back, perhaps you would prefer the lash on yours"

The boy swallowed nervously as he returned to rubbing the immortal woman's back "No Undying Queen…"

Arkhalla smirked at this, she could practically taste his fear in the air "Ah. So you have learned the proper way of addressing me without the lash. And you have good hands. That shows promise"

She then laid her head back down on her arms and let the boy do his job as she let her mind wander for a time, almost losing herself to the pleasure the man was giving her with his hands before he suddenly spoke.

"Why-"

"Now, now" Arkhalla chided him playfully even though there was an ever so subtle threat in her voice as she looked over her shoulder at him with a coy grin "I gave you no permission to speak"

It was than the boys hand reached just above her rear and began to press down which caused her to let out a moan "Ooh. But you have me… in a good mood. Go on…"

The boy was silent for a moment before he finished his question "Why did you show me mercy?"

Arkhalla's eyes opened at that as the boy continued to rub her back. After several tense minutes, she finally gave an answer with a light-hearted laugh "I keep you alive boy… do not mistake that for mercy"

She then laid back down and let out a content sigh as the boy began to work on a kink in the middle of her back after spending the better part of an hour bent over backwards in her rut with Peter "Men fear me, so I give them something to fear. The world is like that. A corrupt vicious circle"

The boy frowned at this "What does this have to do with me?"

"You are a break in that circle. As long as that amuses me, I shall keep you" Arkhalla said before she turned towards the young man with a curious look "Boy. Such a trite name, don't you think? What did your parents call you?"

"…Shamath" the young man said after a few moments of hesitation.

Arkhalla hummed at this before she picked up the faint footfalls of someone in armor. She grinned as she then picked up his scent and not a few moments later she heard his voice before he appeared in her field of vision.

"Undying Queen…" Peter gave her a slight bow.

"Peter…" she grinned as she propped up her head with one of her hands "I hope your day inspecting my troops was fruitful"

"It was something" Peter said as he removed his helmet and rubbed the back of his head "Your conscripts are… well I'll be honest, they're an embarrassment my queen. How you've won so many battles with them making up the majority of your force I'll never know"

"They used to be better" she giggled before she moaned as Shamath began to work on her thighs, coming dangerously close to her womanhood which was starting to wetten a bit at the sight of Peter seeing her in such a state.

Peter hummed at that before he tossed his helmet back and forth between his hands "Your Nightwalker units are actually good. Not up to the same scale as the Legionnaires of Latveria or the Silver Hoplites of Symkaria, but more than adequate compared to some of the armies I've either fought for or against"

"I'm glad you approve" Arkhalla said as she felt her arousal growing at seeing the latest center of her desires so close while she had someone else's hands rubbing her in places that she hoped Peter will do… soon.

Peter continued on with what he's seen, even though he was beginning to smell Arkhalla's… excitement which was starting to cause certain parts of his own body to react.

"I've had your Captains begin to have the conscripts trade their weapons and shields to form better more fitted units. Least now when your enemies seem them, they actually look a bit like a professional force instead of a bunch of farmers and beggars thrown into service at the edge of a sword or worse"

"I take it you will need to do more than just have them outfit each other with the proper equipment to make them more adequate?" Arkahlla gasped before she gestured for Shamath to stop and leave.

Shamath looked more than willing to leave his obviously aroused queen and her latest consort, he was beginning to grow uncomfortable having his hands on a woman when her apparent lover or whatever he was at the moment was standing right there, watching them. In truth, Peter wasn't bothered by it, he's not courting the Queen, ergo she can do whatever or whoever she wants.

Arkhalla on the other hand, had other ideas as she sat on the slab and spread her legs so the man could see her pussy, which he stared at while she rubbed a finger around it before she had two fingers part neither her lips while her other hand began to grope and tweak her nipple "Perhaps we can discuss what still needs to be done about my army afterwards… mmm?"

Peter stared at her for several moments before he slowly began to remove his armor while Arkhalla licked her lips in hunger.


And done.

So next chapter, lemon obviously and Peters more members of Arkhalla's court.